EMERYVILLE PLANNING COMMISSION STAFF REPORT Agenda

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EMERYVILLE PLANNING COMMISSION STAFF REPORT Agenda
EMERYVILLE PLANNING COMMISSION
STAFF REPORT
Agenda Date: September 24, 2009
Report Date: September 17, 2009
TO:
Planning Commission
FROM:
Planning and Building Department
Economic Development & Housing Department
City Attorney’s Office
SUBJECT:
Pixar Animation Studios: Second Amendment to the Amended and
Restated Development Agreement (PUD 03-01)
PROJECT
1200 Park Avenue (APN: 49-1539-1, 2, 4-2, and 5; 49-1027-37; 491041-59)
LOCATION:
PROJECT
APPLICANT:
Pixar Animation Studios
1200 Park Avenue
Emeryville, CA 94608
City of Emeryville Redevelopment Agency
1333 Park Avenue
Emeryville, CA 94608
PROPERTY
OWNERS:
Pixar Animation Studios/ERPM, Inc.
City of Emeryville Redevelopment Agency
1333 Park Avenue
Emeryville, CA 94608
PROJECT
SUMMARY:
The applicant is proposing a second amendment to the Amended and
Restated Development Agreement (DA) for the Pixar Animation Studios
Planned Unit Development (PUD) on a site of approximately 21 acres
bounded by 45th Street to the north, commercial and parking uses fronting
San Pablo Avenue to the east, Park Avenue to the south, and Hollis Street
to the west approved on August 14, 2008. The proposed amendment
would (i) allow the City the right to utilize a portion of the Cultural Arts
Center Contribution as a grant to a non-profit entity to be incorporated by
the City which will utilize the funds to hire personnel to assist in
programming and raising additional capital funds for the Cultural Arts
Center and ; (ii) release Pixar of the obligation to sponsor a fundraising
event for the Center. The Planning Commission will consider and make
recommendations to the City Council on the following action: Approval
V.A.
Planning Commission Staff Report
Pixar Animation Studios: Second Amendment to the Amended and Restated Development Agreement
PUD 05-02
September 24, 2009
Page 2
of a Second Amendment to the Amended and Restated Development
Agreement.
GENERAL PLAN
DESIGNATION:
Commercial (C)
ZONING
DISTRICT:
Planned Unit Development (PUD) Commercial
ENVIRONMENTAL
STATUS:
A Mitigated Negative Declaration (MND), and Mitigation Monitoring
and Reporting Program were adopted by the City Council on May 18,
2004. The subject amendment does not require further CEQA review.
APPLICABLE
ZONING
ORDINANCE
PROVISIONS:
Section 9-4.94.12 - Amendment of Development Agreement
PLANNING
COMMISSION
PROCEDURE
After taking public testimony on the proposed amendment, the Planning
Commission may take action to recommend that the City
Council adopt the Second Amendment to the Amended and Restated
Development Agreement
RECOMMENDED
PLANNING
COMMISSION
ACTION:
1.
Open the public hearing and take testimony regarding the
proposed amendment
2.
Close the public hearing and consider the Staff Report and draft
Resolution.
3.
Approve the attached Planning Commission Resolution
recommending to the City Council that it approve the Second
Amendment to the Amended and Restated Development Agreement
BACKGROUND:
Site Characteristics
The Pixar campus totals 21 acres and is bounded by 45th Street to the north, commercial and
parking uses fronting San Pablo Avenue to the east, Park Avenue to the south, and Hollis Street to
the west. The site includes the following elements:
ƒ
The original Pixar campus:
Planning Commission Staff Report
Pixar Animation Studios: Second Amendment to the Amended and Restated Development Agreement
PUD 05-02
September 24, 2009
Page 3
The original Pixar campus was approved in 1998. It consists of a 218,000 square foot
building, parking and landscaped areas, on 16.16 acres. This portion of the campus was
completed in 2000.
ƒ
PEA Parcel and Emery Street Right of Way.
These properties are located at the eastern end of the Pixar campus and are currently
undeveloped. They total 2.77 acres. The PEA Parcel is 2.24 acres and was once a part of
the Promenade retail center, but was purchased by Pixar in 2002 for future expansion.
The northern extension of the Emery Street right-of-way, is located west of the PEA
Parcel, between Park Avenue and 45th Street and is .53 acres in size. The City owns a 10
foot Public Street and Utility Easement on this right-of-way. Pixar controls the
underlying fee. The Agency transferred the fee to Pixar pursuant to the terms of a 2004
Participation Agreement between Pixar and the Redevelopment Agency in exchange for
the dedication of land for an approximately 40 foot wide bicycle and pedestrian path at the
east end of the property. The bicycle and pedestrian path will be dedicated to the City
upon commencement of Phase II of the project. The utility easement will be vacated when
Pixar relocates the underlying utilities to the bicycle and pedestrian path.
ƒ
Hollis Property.
This property is 1.89 acres and is located in the northwest corner of the project site. It is
occupied by a 56,034 square foot brick building (4240 Hollis Street) and is owned by a
Pixar Affliliate (ERPM, Inc.). A portion of the property is currently leased to Semifreddi’s
Bakery and Café. The remainder of the building is occupied by Pixar. The Hollis property
includes a .19-acre rail spur property that was previously owned by the Agency and sold
to Pixar pursuant to the Participation Agreement approved in 2004.
Project Phasing
The existing Pixar headquarters building, including associated landscaped areas and parking
facilities, was built as Phase I of an original Development Agreement and Participation
Agreement approved by the City in 1998. The Development Agreement and Participation
Agreement were amended in May 2004 to include the current project, totaling approximately
533,000 square feet. Project phasing set forth in the Amended and Restated Development
Agreement is as follows:
o
Phase I
Phase I consists of the existing 218,000 square foot building on the northern portion of
the site.
o
Phase II
Planning Commission Staff Report
Pixar Animation Studios: Second Amendment to the Amended and Restated Development Agreement
PUD 05-02
September 24, 2009
Page 4
On January 20, 2009 the City Council approved the Final Development Plan for Phase II
that includes construction of a new 155,194 square foot building, a 40-foot wide linear
park and complete occupancy of the “West Village” building (currently partially occupied
by Semifreddi). This phase is currently under construction.
o
Phase III
Phase III consists of construction of an office building of up to 180,250 square feet in the
southeast corner of the project site, fronting on Park Avenue. Development of this Phase
would require the removal of surface parking in the southeastern corner of the site, and the
construction of a maximum six-story (seven-level) parking garage fronting on 45th Street
immediately to the north of the building. The parking garage, which would contain up to
1,801 spaces may be constructed partially during Phase III and partially during Phase IV.
Ultimately the garage would provide all required parking at buildout of the campus.
o
Phase IV
Phase IV consists of a new 207,300 square foot building on the northwest corner of the
site, fronting on Hollis and 45th Streets. This building would be two stories plus
basement or three stories. It would replace the existing one-story brick industrial building
on the site.
o Phase III and Phase IV of the project could be interchanged, so the Hollis and 45th
Street building could be constructed first.
PROJECT DESCRIPTION:
On August 14, 2008 the First Amendment to the Amended and Restated Development Agreement
(DA) was approved. This amendment made the following modifications:
ƒ
ƒ
ƒ
ƒ
ƒ
ƒ
Extension of the term of the Development Agreement by five years
Extension of deadline for commencing Phase II improvements by 2 years
Elimination of Phase III delay fee
Elimination of the Capital Improvement and Services fee for Phases III and IV
Elimination of Agency’s right to repurchase the PEA Parcel and the Emery Street Parcels
Addition of a requirement that Pixar contribute $2 million to the Emeryville Arts and
Cultural Arts Center and sponsor a fundraiser for the Center
The City would now like to amend the DA such that it allows the City the right to utilize a portion
of the Cultural Arts Center Contribution as a grant to a non-profit entity to be incorporated by the
City which will utilize the funds to hire personnel to assist in programming and raising additional
capital funds for the Cultural Arts Center. In light of the current economic climate, City and Pixar
have agreed that it would be financially detrimental to Pixar’s existing annual fundraiser for the
Emeryville Educational Fund if Pixar were to host a fundraiser event for the Cultural Arts Center
Planning Commission Staff Report
Pixar Animation Studios: Second Amendment to the Amended and Restated Development Agreement
PUD 05-02
September 24, 2009
Page 5
as well. Therefore, the proposed amendment also eliminates the Pixar’s obligation to sponsor a
fundraiser for the Cultural Center.
STAFF FINDINGS:
Staff is recommending that the Planning Commission recommend that the City Council approve
the proposed amendment to the Amended and Restated Development Agreement for the
following reasons:
(1) It is in conformity with the following General Plan Objectives:
Public Facilities and Services Objective C: Improve and expand social and recreational services
and facilities for all segments of the community.
The Arts and Cultural Center is an important project for the City. The successful renovation of the
30,000 square foot center will provide a focal point for the Emeryville arts community. Funding
in the amount of $3.225 million has been appropriated in the Agency’s budget towards the
estimated $7 million renovation costs, leaving a gap of approximately $4 million. Pixar’s $2
million contribution would fill 50 percent of this financial shortfall.
Specifically, the proposed Amendment will result in providing the City more flexibility to
effectively use the funds by being able to set up a non-profit entity and employ personnel that
would facilitate in the Center’s programming and raising additional funds.
Consistent with and Forwards General Plan Goals, Objectives, and Policies
(2) It is in public interest in that it provides substantial benefits to the City of Emeryville.
The proposed amendments allow better facilitation of programming and raising funds for the
Arts and Cultural Center which will be a good amenity for the citizens of Emeryville.
RECOMMENDATION
Staff recommends that the Planning Commission recommend that the City Council approve the
Second Amendment to the Amended and Restated Development Agreement.
Attachments:
(1) Resolution Recommending Adoption of a First Amendment to the Amended and Restated Development Agreement to
the Pixar Headquarters Expansion Project
(2) Draft Second Amendment
(3) First Amendment and Amended and Restated Development Agreement
RESOLUTION NO. DA 09-01
RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF EMERYVILLE
RECOMMENDING TO THE CITY COUNCIL THAT IT APPROVE A SECOND
AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT
AGREEMENT RELATING TO THE PIXAR HEADQUARTERS EXPANSION
PROJECT
WHEREAS, in May 1998, the City Council approved Pixar Animation Studios’ (“Pixar”)
Preliminary Development Plan (PDP) application to allow for a two phase development of its
corporate headquarters and animation studios on an approximately 16-acre site located between
45th Street and Park Avenue and Hollis Street and the Emery Street Right of Way in the City of
Emeryville, with Phase I consisting of an approximately 215,000 square foot building, a six to
seven acre private open space area and a parking area, and Phase II adding up to a 200,000
square foot building within the open space area and a second deck of parking over the existing
parking lot; and
WHEREAS, the May 1998 PDP was secured by a Development Agreement with the City; and
WHEREAS, Phase I of the May 1998 PDP was completed in 2000; and
WHEREAS, on May 18, 2004, the City Council approved an amendment to the original PDP,
which modified the 1998 PDP to include acquisition of additional properties, construction of
three new structures totaling approximately 533,000 square feet involving four phases of
development, rezoning of a portion of the site from Light Industrial (I-L) to Planned Unit
Development (PUD), and an amendment to the Building Height Map; and
WHEREAS, on May 18, 2004 the City Council approved an Amended and Restated
Development Agreement that secured the Amended PDP, set forth a time schedule for
commencement of construction of each phase of the PDP, set forth terms under which Pixar
would pay fees and exactions to City, and set forth obligations of Pixar to construct public
improvements consisting of a 7.5-foot wide landscaped area along the Hollis Street frontage for
public use and a 40-foot wide linear park along the eastern border of the site with a Class I
bicycle/pedestrian path; and
WHEREAS, on May 18, 2004 the City Council adopted a Mitigated Negative Declaration for
the project; and
WHEREAS, on May 18, 2004, the City Council adopted amendments to the Emeryville General
Plan and Bicycle and Pedestrian Plan for the project, a vacation of the Emery Street Right of
Way between 45th Street and Park Avenue, a vacation of a 10 foot wide Public Street and Utility
Easement on the Emery Street Right of Way conditional upon Pixar’s relocation of
Planning Commission Resolution
Second Amendment to the Amended and Restated Pixar Development Agreement
September 24, 2009
Page 2
the affected utilities, a Final Development Plan and Design Review for Phase II, and a Tentative
Map for the Project; and
WHEREAS, the original Final Development Plan for Phase II was not built, and on January 20,
2009 the City Council, on recommendation of the Planning Commission, approved a new Final
Development Plan for Phase II which is now under construction; and
WHEREAS, on August 14, 2008, the City approved the First Amendment to the Amended and
Restated Development Agreement that included (i) extension of the term by five years; (ii)
extension of the date for commencement of the Amended Phase II Improvements by two years,
(iii) elimination of the Phase III Delay Fee and any other constraints upon the timing for the
Phase III Improvements; (iv) reduction of the Capital Improvement and Services fee to a total of
Five Hundred Thousand Dollars ($500,000) payable in a single installment; (v) removal of the
reference to the Agency’s repurchase right under the Participation Agreement and (vi) addition
of a requirement that Pixar contribute $2 million toward the Emeryville Arts and Cultural Center
and sponsor a fundraising event for the Center; and
WHEREAS, the City and Pixar are seeking to amend the Amended and Restated Development
Agreement; and
WHEREAS, the proposed amendment would allow (i) the City the right to utilize a portion of
the Cultural Arts Center Contribution as a grant to a non-profit entity,
to be incorporated by the City which will utilize the funds to hire personnel to assist in
programming and raising additional capital funds for the Cultural Arts Center; and (ii) eliminate
Pixar’s obligation to sponsor a fundraiser for the Cultural Arts Center; and
WHEREAS, in light of the current economic climate, City and Pixar have agreed that it would
be financially detrimental to Pixar’s existing annual fundraiser for the Emeryville Educational
Fund if Pixar were to host a fundraiser event for the Cultural Arts Center as well; and
WHEREAS, on September 9, 2009 a notice of public hearing was published in the Oakland
Tribune and was posted and mailed to all responsible agencies and to all property owners within
300 feet of the property.
WHEREAS, a Mitigated Negative Declaration (MND), and Mitigation Monitoring and
Reporting Program were adopted by the City Council on May 18, 2004 and the subject
amendment does not require further CEQA review.
NOW, THEREFORE, BE IT RESOLVED that based upon its review and consideration of the
entire record, including the testimony and documentary evidence presented at the public hearing,
the staff report and all supporting documentation, the City of Emeryville Planning Commission
makes the following specific findings and recommendations:
Planning Commission Resolution
Second Amendment to the Amended and Restated Pixar Development Agreement
September 24, 2009
Page 3
(1)
The proposed amendments to the Amended and Restated Development
Agreement are in conformity with the following General Plan goals:
Public Facilities and Services Objective C: Improve and expand social and
recreational services and facilities for all segments of the community.
The Arts and Cultural Center is an important project for the City. The successful
renovation of the 30,000 square foot center will provide a focal point for the
Emeryville arts community. Funding in the amount of $3.225 million has been
appropriated in the Agency’s budget towards the estimated $7 million renovation
costs, leaving a gap of approximately $4 million. Pixar’s $2 million contribution
would fill 50 percent of this financial shortfall.
Specifically, the proposed Amendment will result in providing the City more
flexibility to effectively use the funds by being able to set up a non-profit entity
and employ personnel that would facilitate in the Center’s programming and
raising additional funds.
(2)
The proposed amendments to the Amended and Restated Development
Agreement is in the public interest in that it provides substantial benefits to the
City of Emeryville.
The proposed amendments allow better facilitation of programming and raising
funds for the Arts and Cultural Center which will be a good amenity for the
citizens of Emeryville.
AND BE IT FURTHER RESOLVED, that the Planning Commission of the City of Emeryville
hereby recommends that the City Council approve the First Amendment to Amended and
Restated Development Agreement attached hereto as Exhibit A, based upon the following
findings:
1.
The Second Amendment to Amended and Restated Development Agreement is
consistent with the General Plan of the City of Emeryville, as amended and as
recommended above. (EMC section 9-4.94.9.)
2.
The Second Amendment to Amended and Restated Development Agreement is in
the public interest in that it provides substantial benefits to the City of Emeryville,
(EMC section 9-4.94.10.)
APPROVED by the Planning Commission of the City of Emeryville at a regular meeting held
Planning Commission Resolution
Second Amendment to the Amended and Restated Pixar Development Agreement
September 24, 2009
Page 4
on Thursday, September 24, 2009 by the following votes:
AYES:_______________________________________________________________________
NOES:___________________________ABSTAINED:________________________________
EXCUSED:________________________ABSENT:___________________________________
____________________________________
CHAIRPERSON
APPROVED AS TO FORM:
_______________________
RECORDING SECRETARY
____________________________________
DEPUTY CITY ATTORNEY